Core Viewpoint - Shanghai Daming City Enterprise Co., Ltd. is revising its Articles of Association and will no longer establish a supervisory board, with the audit committee of the board of directors assuming the supervisory functions [1] Group 1: Revision of Articles of Association - The company aims to enhance governance and compliance with the new Company Law and relevant regulations by revising its Articles of Association and related rules [1] - The proposed changes include the abolition of the supervisory board and the delegation of its powers to the audit committee [1][2] - The revisions will be submitted for approval at the upcoming extraordinary general meeting of shareholders [1] Group 2: Specific Changes in Articles of Association - The legal representative of the company will now be the general manager, who will be appointed or dismissed by the board of directors [2] - The company will bear civil liability for actions taken by the legal representative in the course of their duties [3] - The issuance of shares will adhere to principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same class [4][5] Group 3: Financial Assistance and Capital Increase - The company or its subsidiaries are prohibited from providing financial assistance for the acquisition of its shares, except for employee stock ownership plans [6] - The company can increase capital as needed, following legal and regulatory requirements, with shareholder approval [7] Group 4: Shareholder Rights and Responsibilities - Shareholders have the right to request the court to declare invalid any resolutions made by the board or shareholders' meeting that violate laws or regulations [13] - Shareholders holding more than 5% of the company's shares must report their holdings and any changes to the company [11] - The company must ensure that the interests of minority shareholders are protected against actions by controlling shareholders [19][20]

Core Viewpoint - Shanghai Daming City Enterprise Co., Ltd. has disclosed its key operating data for the real estate business for the first half of 2025, indicating a sales area of 100,000 square meters and a sales amount of 648 million yuan as of June 30, 2025 [1]. Summary by Category - **Company Performance** - The company reported a sales area of 100,000 square meters [1]. - The total sales amount reached 648 million yuan [1]. - **Regulatory Compliance** - The announcement is made in accordance with the relevant provisions of the "Guidelines for the Disclosure of Industry Information by Listed Companies No. 2 - Real Estate" [1]. - **Accountability** - The board of directors and all directors of the company guarantee that the announcement does not contain any false records, misleading statements, or major omissions, and they assume individual and joint responsibility for the authenticity, accuracy, and completeness of its content [1].

Core Viewpoint - The report details the fundraising and usage status of Shanghai Daming City Enterprise Co., Ltd., highlighting the termination of a specific investment project and the allocation of surplus funds to working capital [1][2][9]. Fundraising Overview - The company raised a total of RMB 2,959,970,000 after deducting issuance costs of RMB 40,030,000, with the funds received on September 24, 2014 [1][2]. - The surplus funds amounting to RMB 222,296,700 were permanently allocated to working capital after the termination of the Mingcheng Yongtai Eastern Hot Spring Tourism New District Phase I project [2][9]. Fund Management - The company has established a fundraising management system in compliance with relevant laws and regulations, ensuring that funds are stored in dedicated accounts and used strictly for approved projects [3][4]. - As of June 30, 2025, the special accounts for the raised funds have been either canceled or converted to general accounts [4][9]. Fund Usage - The company has utilized RMB 273,770,000 from the raised funds, with no changes in the investment projects [10]. - The company has temporarily supplemented working capital with idle funds, ensuring that these actions do not affect the construction of fundraising projects [6][11]. Project Termination and Surplus Funds - The investment project associated with the 2013 non-public offering has been terminated, and the remaining funds have been redirected to working capital [9][12]. - The total surplus funds allocated to working capital amount to RMB 222,296,700, with no other uses reported [11][12].

Core Viewpoint - The document outlines the fundraising management system of Shanghai Daming City Enterprise Co., Ltd., emphasizing the importance of proper management and utilization of raised funds to protect investors' rights, particularly those of small and medium investors [1]. Group 1: Fundraising Management Principles - The company must use raised funds specifically for their intended purposes, aligning with national industrial policies and legal regulations, and should primarily benefit the main business to enhance competitiveness and innovation [2]. - A robust internal control system must be established for the management, use, and supervision of raised funds, including clear approval authority and risk control measures [2][3]. - The company’s controlling shareholders and actual controllers are prohibited from misappropriating or occupying the raised funds, and any such incidents must be disclosed promptly [2][3]. Group 2: Fund Storage and Management - Raised funds must be stored in a dedicated account approved by the board, and no other accounts should be used for these funds [3][4]. - The financial department is responsible for establishing and managing the dedicated account, ensuring that all funds are deposited promptly [3][4]. - Regular audits of the fund's storage and usage must be conducted, with findings reported to the audit committee [4][5]. Group 3: Fund Usage Regulations - The company must adhere to the usage plan outlined in the fundraising application documents and cannot change the purpose without proper procedures [5][6]. - If a fundraising project faces significant changes in market conditions or delays, the feasibility and expected returns must be reassessed [6][7]. - Funds cannot be used for financial investments or to benefit related parties improperly [7][8]. Group 4: Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [25][26]. - The company must ensure that new investment projects are viable and have good market prospects [26][27]. - If funds are to be transferred or replaced, detailed reasons and financial implications must be disclosed [29][30]. Group 5: Oversight and Reporting - The company must provide accurate and complete disclosures regarding the actual use of raised funds, especially if there are significant deviations from the planned usage [30][31]. - The board must conduct semi-annual reviews of fundraising projects and report on the status of fund usage [31][32]. - Independent auditors and financial advisors are required to conduct ongoing supervision and provide reports on the management and usage of raised funds [32][33].

上海大名城企业股份有限公司 内部审计制度 第一章 总则 第一条 为加强上海大名城企业股份有限公司（以下简称"公司"）审计监督和内部控 制，规范公司内部审计工作，维护公司股东合法权益，保障公司经营活动健康有序发展，根 据《中华人民共和国审计法》 《中华人民共和国审计法实施条例》 《审计署关于内部审计工作 的规定》《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等法律、法规、部 门规章、规范性文件及《上海大名城企业股份有限公司公司章程》 （以下简称"《公司章程》 的相关规定，制定本制度。 第二条 公司及公司各成员企业应接受内部审计监督。公司下属各成员企业指公司控股 的、纳入公司合并报表范围的各级分子公司。 第二章 机构设置与人员 第三条 公司董事局审计委员会负责核准内部审计制度和审计计划，协调、指导、监督 审计部门的工作。 第四条 公司设审计部，对董事局负责。审计部作为董事局审计委员会的日常工作机构， 对董事局负责，在公司董事局的直接领导下独立开展内部审计工作，负责组织、开展各项具 体审计业务并向审计委员会报告工作。审计部应当保持独立性，不得置于财务部门的领导之 下，或者与财务部门合署办公。审计委员会 ...

General Principles - The company establishes a donation management system to regulate external donations, enhance corporate social responsibility, and improve brand image [2][3] - External donations refer to cash and physical asset donations made by the company and its subsidiaries [2] Principles of External Donations - The company must not require recipients to provide benefits in financing, market access, or administrative permits in exchange for donations [4] - Donations should not be made in the name of individuals, and the company has the right to ensure the recipient's legitimate intent [5] - The company should actively participate in social welfare activities unless it is facing losses or operational challenges [5] Scope, Types, and Beneficiaries of Donations - The company can donate cash and physical assets, excluding essential fixed assets and deteriorated goods [9] - Types of donations include support for disadvantaged groups, infrastructure construction, and other public welfare activities [10] - Beneficiaries of donations include public welfare organizations, non-profit institutions, and disadvantaged individuals [11] Decision-Making Procedures and Rules for Donations - Donation proposals must be submitted by relevant departments and analyzed by the finance department before approval [12] - Donations up to 10 million yuan can be approved by the CEO and chairman if they do not exceed 0.5% of the latest audited net assets [13] - Donations exceeding 50 million yuan require board approval and shareholder meeting approval if they exceed 0.5% of net assets [14][15] Monitoring and Supervision of Donations - The company must maintain a record of donation activities and report to the finance department and board secretary [15] - The securities affairs department is responsible for organizing decision-making and information disclosure related to donations [16] - After completing donation projects, evaluations and summaries must be reported annually to the finance department and board secretary [16] Additional Provisions - The terms "above" include the stated number, while "below" and "exceed" do not [18] - The board is responsible for interpreting and revising the donation management system [19] - The system takes effect upon approval by the board [20]

Core Points - The article outlines the independent director system of Shanghai Daming City Enterprise Co., Ltd, emphasizing the importance of independent directors in corporate governance and their role in protecting the interests of minority shareholders [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] - They are obligated to act in good faith and diligence towards the company and all shareholders, participating in decision-making, supervision, and providing professional advice [1][2][3] Group 2: Qualifications and Appointment - The company must establish an independent director system that complies with relevant laws and regulations, ensuring the independence of directors [2][3] - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2][3] - Specific disqualifications for independent directors include holding significant shares in the company or having close relationships with major shareholders [3][4] Group 3: Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [16][17] - They have special powers, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [17][18] Group 4: Meeting and Reporting Requirements - Independent directors must attend board meetings in person and can only delegate their voting rights under specific circumstances [19][20] - They are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [32][33] Group 5: Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [34][35] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system to mitigate risks associated with their roles [40][41]

上海大名城企业股份有限公司 对外担保管理制度 第一章 总则 第一条 为了规范上海大名城企业股份有限公司（以下简称"公 司"）担保行为，有效控制公司担保风险，维护公司健康稳定发展， 根据《中华人民共和国公司法》《上市公司监管指引第 8 号—上市公 司资金往来、对外担保的监管要求》《上海证券交易所股票上市规则》 等法律、法规、规范性文件及《公司章程》规定，特制定本制度。 第二章 对外担保的权限及审批 第七条 公司董事局在股东会授权范围内，决定公司对外担保事 项的审批： （一）公司在一年内对外担保总额低于公司最近一期经审计总 资产百分之三十的担保； （二）公司对外担保总额低于公司最近一期经审计净资产的百 分之五十的担保； （三）为资产负债率低于百分之七十的担保对象提供的担保； 第二条 本制度所称"对外担保"是指公司及控股子公司按照法 律、法规及规范性文件规定，以第三人身份为他人（包括公司对控 股子公司）承担的债务提供的保证、抵押或质押以及其他形式的担 保。 第三条 公司提供对外担保，应当遵循平等、自愿、公平、诚信、 互利的原则。公司为控股股东、实际控制人及其关联人提供担保的， 应当要求被担保方提供反担保，反担保的提 ...

General Principles - The company establishes a system for information disclosure to ensure the authenticity, accuracy, completeness, and timeliness of disclosures, protecting the rights of investors and creditors [1][2] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Information Disclosure Content and Standards - The company must disclose significant information that may impact the debt financing tools issued or to be issued, ensuring timely updates to the market [2][6] - The company is required to publish audited financial reports for the last three years and the most recent accounting statements in the issuance documents [6][7] - The company must disclose the actual issuance scale, price, and term of debt financing tools by the next working day after the debt registration date [8] Management and Implementation of Information Disclosure - The board of directors is responsible for implementing the information disclosure management system, with the chairman as the primary responsible person [10] - The company secretary is directly responsible for information disclosure tasks, including preparing and submitting disclosure documents [10][11] - All departments and subsidiaries must report significant information to the company secretary or securities representative without unauthorized disclosures [12][13] Financial Management and Internal Control - The financial management department and internal audit institution must strictly adhere to internal control systems to ensure the authenticity and accuracy of financial information [29][30] - Annual financial reports must be audited by a qualified accounting firm, and any non-standard audit opinions must be explained by the board [31][32] Communication with Investors and Media - Communication with investors, intermediaries, and media must follow the company's established management regulations [33] Accountability and Measures - The board must promptly check the information disclosure management system if any violations occur and take corrective actions [34] - Individuals responsible for significant violations leading to serious impacts on the company may face disciplinary actions, including termination and liability for damages [34]

Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Shanghai Daming City Enterprise Co., Ltd, aiming to standardize operations and protect investors' rights [1][2]. Group 1: General Principles - The company establishes this system to regulate related party transactions and enhance operational standards [1]. - Related party transactions must be disclosed in accordance with the Stock Listing Rules and accounting standards [2]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [5][6]. - A legal entity is considered a related party if it directly or indirectly controls the company or holds more than 5% of its shares [6][7]. Group 3: Reporting and Approval Procedures - Company directors and major shareholders must report their related party relationships to the company [10]. - Related transactions exceeding certain thresholds require approval from independent directors and must be disclosed [17][18]. Group 4: Transaction Types - Related party transactions include asset purchases, financial support, guarantees, and management services [9][10]. - Specific transactions, such as those involving significant amounts or affecting net assets, require additional scrutiny and disclosure [18][19]. Group 5: Pricing and Fairness - The company must ensure that related party transactions are priced fairly, using market prices or cost-plus methods as benchmarks [39][40]. - If no comparable market prices exist, the company must disclose the pricing principles and methods used [42].